Securities code: 300021 securities abbreviation: Dayu Water-Saving Group Co.Ltd(300021) Announcement No.: 2022-008 bond Code: 123063 bond abbreviation: Dayu convertible bond
Dayu Water-Saving Group Co.Ltd(300021)
Announcement on signing the tripartite supervision agreement for raised funds
The company and all members of its board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as “the company”), at the 59th (Interim) meeting of the Fifth Board of directors and the 38th (Interim) meeting of the Fifth Board of supervisors held on December 24, 2021, the proposal on newly establishing a special account for raised funds and authorizing the signing of a tripartite supervision agreement for raised funds was considered and adopted, It is agreed that the business office of China Construction Bank Corporation(601939) Jiuquan branch (hereinafter referred to as “Jiuquan branch of China Construction Bank“) and Industrial And Commercial Bank Of China Limited(601398) Jiuquan branch (hereinafter referred to as “Jiuquan branch of ICBC”) of the company shall increase the establishment of special accounts for raised funds, and the new special accounts for raised funds shall be established for the storage of funds raised by the company’s public issuance of convertible corporate bonds, And sign the corresponding tripartite supervision agreement for the raised funds according to relevant regulations to supervise the storage and use of the raised funds. For details, see the announcement on establishing a special account for raised funds and authorizing the signing of a tripartite supervision agreement for raised funds (Announcement No.: 2021-129).
On January 20, 2022, the company signed the tripartite supervision agreement on raised funds with Jiuquan branch of China Construction Bank, Jiuquan branch of ICBC and the recommendation institution Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “). The details are as follows:
1、 Basic information of raised funds
Approved by the reply on approving Dayu Water-Saving Group Co.Ltd(300021) public issuance of convertible corporate bonds (zjxk [2020] No. 1245) of the China Securities Regulatory Commission, Dayu Water-Saving Group Co.Ltd(300021) (hereinafter referred to as the “company”) publicly issued 6.38 million convertible corporate bonds (hereinafter referred to as “convertible bonds”) to the public at the issue price of 100 yuan each and the total raised funds of 638000000.00 yuan, After deducting 13279056.61 yuan of issuance expenses related to the issuance of convertible bonds (excluding tax), the net amount of raised funds is 624720943.39 yuan.
Lixin Accounting firm (special general partnership) verified the availability of funds for this issuance on August 4, 2020 and issued the verification report on the net amount of funds raised by Dayu Water-Saving Group Co.Ltd(300021) public issuance of convertible corporate bonds (xksbz [2020] No. zg11712). The company has carried out special account management for the raised funds, and signed the tripartite supervision agreement on the storage of the special account for raised funds with the deposit bank of the special account for raised funds and the recommendation institution from August 13, 2020 to August 26, 2020.
2、 Signing of tripartite supervision agreement on raised funds
On January 20, 2022, the company signed the tripartite supervision agreement on raised funds with Jiuquan branch of China Construction Bank, Jiuquan branch of ICBC and the sponsor respectively. The opening of the special account for raised funds under the tripartite supervision agreement is as follows:
Serial No. special account for raised funds storage bank account for raised funds
1 China Construction Bank Corporation(601939) Jiuquan branch business office 62050164010100001450
2 Industrial And Commercial Bank Of China Limited(601398) Jiuquan branch 2713035329200424752
3、 Main contents of the tripartite supervision agreement on raised funds
The company is referred to as “party a”, the Bank of deposit is referred to as “Party B”, and the recommendation institution Guotai Junan Securities Co.Ltd(601211) is referred to as “Party C”. In order to standardize the management of Party A’s raised funds and protect the rights and interests of small and medium-sized investors, in accordance with relevant laws and regulations, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant provisions of the raised funds management system formulated by Party A, Party a, Party B and Party C have reached the following agreement through negotiation:
1. Party A has opened a special account for raised funds (hereinafter referred to as the “special account”) with Party B. The special account is only used for the storage and use of the funds raised by Party A’s high-end water-saving irrigation product intelligent factory construction project, and shall not be used for other purposes.
2. Party A and Party B shall jointly abide by the bill law of the people’s Republic of China, the measures for payment and settlement, the measures for the administration of RMB bank settlement accounts and other laws, administrative regulations and departmental rules. Party A shall comply with the provisions of laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the management system of raised funds formulated by Party A.
3. As the sponsor of Party A, Party C shall appoint a sponsor representative or other staff to supervise the use of Party A’s raised funds in accordance with relevant regulations. Party C shall perform its supervision duties in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the raised funds management system formulated by Party A, and has the right to exercise its supervision power by means of on-site investigation and written inquiry. Party A and Party B shall cooperate with Party C’s investigation and inquiry. Party C shall also check the storage of the raised funds in the special account during the on-site inspection of Party A. Party A shall properly manage and use the raised funds in strict accordance with relevant regulations and approval systems, and establish bookkeeping records for the use of each raised fund (including but not limited to approval documents, bank transfer vouchers, company bookkeeping vouchers, etc.).
4. Party A authorizes Party C’s designated sponsor representatives Liu Xiangmao and Wang anding to inquire and copy the information of Party A’s special account at any time; Party B shall timely, accurately and completely provide it with the required information about the special account.
When the sponsor representative inquires Party B about the special account of Party A, he shall issue his own legal identity certificate; Other staff designated by Party C shall issue their own legal identity certificate and unit introduction letter when inquiring about the special account of Party A from Party B.
5. Party B shall issue a monthly statement to Party A and send a copy to Party C. Party B shall ensure that the statement is true, accurate and complete.
6. If Party A withdraws more than 50 million yuan from the special account in one time or within 12 months (determined according to the lower principle between 50 million yuan or 20% of the net raised funds), Party B shall notify Party C by fax in time and provide the expenditure list of the special account.
7. Party C has the right to change the designated sponsor representative in accordance with relevant regulations. If Party C changes the sponsor representative, it shall notify Party B in writing of relevant supporting documents, and notify Party A and Party B in writing of the contact information of the changed sponsor representative in accordance with the requirements of this agreement. The replacement of the sponsor representative shall not affect the effectiveness of this agreement.
8. If Party B fails to issue a statement of account to Party C in time for three consecutive times or notify Party C of large withdrawals from the special account, and fails to cooperate with Party C in investigating the special account, Party A has the right to unilaterally terminate this Agreement and cancel the special account for raised funds. Party A shall separately determine the special account for raised funds as soon as possible, and shall sign a new tripartite supervision agreement for raised funds with the deposit bank of the new special account for raised funds and Party C within one month from the date of termination of this agreement, and report it to Shenzhen stock exchange for filing before making an announcement.
9. This Agreement shall come into force from the date when the legal representatives of Party A, Party B and Party C or their authorized representatives sign and affix the official seals of their respective units, and shall become invalid after all the funds in the special account are spent and the supervision period of Party C ends.
10. This agreement is made in quintuplicate. Party A, Party B and Party C each hold one copy and report one copy to Shenzhen Stock Exchange and Gansu regulatory bureau of CSRC. Party A shall timely announce the main contents of this agreement after signing this agreement in accordance with relevant regulations.
4、 Documents for future reference
1. Tripartite supervision agreement on raised funds;
It is hereby announced.
Dayu Water-Saving Group Co.Ltd(300021) board of directors January 21, 2022
